My Little Pony: 40,000
by TRANSnational
Summary: The Imperium of Pony, known to antiquity as 'Equestria'. An empire that reaches across the entire land. Besieged by alien creatures and the horrors of Discord, attacked from within by heretics and rebels. For a thousand years it has endured. Protected by its Royal Guard, and legions of warriors, endued with the powers of harmony. It is the age of the Empress, and there is only war.
1. Chapter 1- The Age of Strife

Chapter One: The Age of Strife

Celestia looked out from the peak of her castle at the looming clouds approaching Canterlot. Even from here it was clear that they were not clouds summoned by Pegesai. They crackled with a dark malevolence, swirling and sweeping downward. Thunder roared outwards from them, and beneath as they approached, an inky fog blacked out the ground.

Deep down she felt a twinge of fear, but kept her calm stance. It was not fitting for a Princess to be seen panicking at a time of crisis.

Behind her were gathered her finest followers. The wielders of the elements of harmony. All stood in awe of the approaching darkness. Eventually Twilight Sparkle broke the lingering silence.

'That's nightmare fog isn't it? I've seen it in books. They say any pony who wanders in is doomed to be lost forever.' She shuffled uncomfortably. 'Princess?...Couldn't fog like that only have been generated by some powerful dark magic?'

Celestia remained focused on the menacing clouds that had begun to circle the city. The magical domes that protected all pony lands kept the fog out, but the sun was slowly vanishing from sight as the darkness covered the city like a cloak. Beneath them, ponies on the streets of Canterlot were beginning to whisper in fearful tones.

'Yes Twilight. Nightmare Fog is the product of a haunted pony mind. But for so much to have appeared? There must be a troublesome air overtaking an entire kingdom...' Celestia didn't say anything else. Some time ago she had sent Nightmare Moon to investigate a disturbing magical energy brewing in the zebra kingdom. Her report had been so horrible she didn't want to believe it. Now all of her people would pay the price for her slowness to act.

Rainbow Dash, hovered up and pointed a hoof defiantly at the approaching blackness. 'Can't we just get all the Pegasi in Cloudsdale to whip up a hurricane? That will teach that 'Nightmare Fog' whose boss!'

Fluttershy ducked her head downwards and whispered. 'Um...actually...Rainbow Dash...erm...Spike and I have been trying to talk to Cloudsdale since we saw the fog coming and...um...'

'I can't send messages to anyone!' Spike butted in, waving his short arms in the air in panic and pointing to a pile of scorched scrolls. 'Something about that fog is stopping me from flaming anything to anyone!' Fluttershy whispered a quiet 'Sorry' as Spike finished yelling.

Applejack stepped towards the balcony and looked sadly towards Sweet Apple Acres now lost in the clouds. 'Shucks...' She sighed sadly. 'I sure hope Big Mac is keeping Applebloom and Granny safe...'

Pinkie Pie appeared beside Applejack as if from nowhere and leant in towards her in that usual way Pinkie Pie would. 'Oh come on Applejack! You know Big Mac! I bet he's throwing them the bestest party EVER to keep their hopes up! HEY! Maybe a party here would keep all our hopes up too!' From somewhere she produced a cake and party hat and grinned.

Applejack couldn't help but smile. Pinkie Pie may have crazier than a barn full of Parasprites, but she was right. Big Mac would take good care of them until they could figure this out.

Whilst the others piped up with new ideas to get rid of the fog, Rarity remained uncharacteristically quiet. Even though the Princess hadn't said anything, she knew that this had something to do with the Zebra kingdom. During her recent fashion tour, she had received dozens of orders of elegant cloaks and jewels from the Zebra Kingdoms.

At first she had thought it strange, it but nothing to worry about. Normally Zebras didn't care for the latest thing, but it wasn't like a nice bonnet wouldn't have spruced up Zecora considerably. Besides all those gems they had discovered meant they had wealth to spare! Now that she saw the nightmare fog she realized, all those gems had made them wealthy...and greedy. Who knew what terrible things could happen when they finally realized they couldn't just buy happiness...

Just as Twilight was explaining to Pinkie Pie the reasons a giant party cannon couldn't hurt nightmare fog, Celestia turned silently and began to gallop towards the treasury room. The other ponies forgot their distractions and ran after her.

'Princess wait! What is it!' Twilight yelled, struggling to keep up with the alicorns furious pace.

'Something is coming Twilight!' Celestia replied, her voice serious and fearful. 'The Elements of Harmony may be able to break the Nightmare Fog long enough for us to right these wrongs! But I fear there are already thing moving to stop us.'

'Maybe a party cannon could help us now?' Pinkie Pie shouted, hopping alongside them. Twilight briefly considered telling her to be quiet when Celestia stopped in one of the castles grand corridors.

Twilights hooves curled as she felt a terrible chill in the air. A familiar laugh echoed through the palace. A terrible voice that had the power to twist your thoughts and bend all of reality into it's strange idea of 'fun'.

'Discord!' Celestia hissed.

'Is this your doing Discord? Get rid of that Nightmare fog NOW!' Celestia was visibly angry.

Fluttershy squeaked as she felt the invisible body of Discord slither past her. Rainbow Dash stood ready to strike, but the voices seemed to come from everywhere, and nowhere.

'My doing, Princess? Oh that's rich! You can blame me for a lot of things...but the darkness in the hearts of your precious ponies isn't one of them! I'm just, shall we say, a casual observer?'

Celestia knew Discord could never be trusted. He would see the whole land destroyed just to mock the ashes. 'You stop this right now Discord! That fog could doom us all! You included!'

'Me? No no no sweet Princess. You see Nightmares are things of chaos! They are where I thrive! I haven't felt this good in years. I really could have taken this chance to escape already, but then I decided a much more fun game we could play!'

Celestia paused in horror.

'The Elements? You leave them alone, or I will personally end you Discord!'

'The elements? Oh we've played that game before Princess, and it was a lot less fun than I'd hoped. I have no interest in taking your tacky collection of gems and tiaras anymore.'

Celestias hopes raised. If they could just get to them and clear away the fog, then they could deal with Discord on their own terms.

'Beside which, I don't need those elements, not when I have their essences right here!'

Before Celestia could shout to warn them, a series of crackles ripped through the chamber. The ponies screamed as purple, swirling vortexes tore open in the air. From within the chimera body of Discord burst out simultaneously. The horrible laughter rang out as each pony was grabbed by him. Fluttershy shrieked as Discord yanked her away, the portal slamming shut as she disappeared. Applejack and Rainbow Dash kicked and buckled against him, but it was no use. One by one they vanished until only Twilight remained, her hooves held by Spike.

'NO, LET HER GO YOU BIG MEANIE!' Spike screamed, holding on Twilights outstretched arms will all his might. Behind him another portal sprang out of nothing and Discords head slid through.

'A Meanie? Well that's me told. I guess I'll just have to let her go now and rethink my life...'

'Really?' Spike smiled happily.

'NOPE' Discord laughed, grabbing the young dragon by his tail and flinging him across the corridor. Celestia charged, determined to tear Discord in two for what he had done.

'Princess! SPIKE! NOOOOOOOOO' Twilight screamed as she was yanked through the portal.

'TWILIGHT' Celestia yelled. Firing off a bolt of magical energy at the form of Discord as he mockingly waved goodbye to the terrified unicorn. Before it hit he vanished. Celestia burned with rage!

'Oh calm yourself your highness!' Discord whispered into her ear. 'They're not harmed, just 'elsewhere'. Once the fog lifts you'll probably find them quite easily. Though I do wonder how long that will take. After all, we both know nightmare fog can really do some crazy things with the passage of time...Ah well, toodle' oo, I have a lot of fun to be had!'

With one final laugh, Discord blasted a hole in the wall and vanished into the enveloping fog. His menacing cackle filling the air all over Canterlot. On the streets ponies began to whisper, to panic, and to plot. Some feared Celestia must be dead. Others grew angry that the fog was still coming. Others believed the time was now ripe to seize what they liked. The power of Discord trickled through the city streets like an overflowing river, and the madness began.

Princess Celestia felt like crumpling to the floor in defeat. There was nothing they could do, and now...those poor ponies were scattered to who knows where. Discord had won. A tear began to well up in her eye. Terrible thoughts of what would happen to all those places, Ponyville...Cloudsdale...Phillydelphia...all safe from the fog, but now completely alone. What would become of her kingdom?

Suddenly she became aware of a soft sobbing noise. Spike lay in a crumpled heap on the floor, nursing an injured arm and crying.

'Twilight...*sniff*...come back...please...'. he wept.

Celestia looked at him and felt something burn inside her. She had to stay strong, for this scared baby dragon. For all those people in the streets of Canterlot. For Twilight and her friends. She would rebuild everything Discord wanted to take from her, and more! This was about more than revenge, this was about all of Pony kind.

She slowly stepped forward and nuzzled Spike.

'Spike. Listen to me, I know this is hard, but I need you to stay strong. We will find Twilight, and Rarity, and all of them. But if we're going to rescue them, we need to stay strong!'

Spike sniffed and wiped his eyes. Celestia nodded kindly.

'I will need your help Spike. To save your friends and all the kingdom, we have to stay strong against those who would hurt us! We will make Discord pay for this, we will make them all pay!'

Spike lifted himself up and stood beside Celestia. The two of them paused, a brief acceptance that all of Pony kind now rested on them. Then they turned and walked towards the royal barracks. There were plans to make, and order to be restored.


	2. Chapter 2- The Collapse of Canterlot

Chapter Two: The Collapse of Canterlot

Spike studied the Canterlot map splashed out across the dining table carefully. The palace and a small circle surrounding it were coloured in crystal blue. These were the areas the Royal Guards had secured. Outside them was a messy patchwork of colour, each one representing some new faction that had popped up and declared itself the rightful ruler of the city.

It was unbelievable. In just a few short months Celestias subjects had turned on her, and on each other. What used to be the most beautiful city in the land of Equestria was now a warzone. The Royal guard was the best trained army in the land, but their number was limited. A few of the refugees fleeing from the dangerous parts of the city had volunteered to join the guards, but it still wasn't enough.

Suddenly the door of the dining hall swung open and Princess Celestia entered, flanked by two royal guards. The usual friendly smile of the guards was gone, now they only showed fierce loyalty. Celestia stopped at the table and dismissed her protectors. They saluted neatly and left.

'So then Spike, what do you make of this...situation?' Celestia asked, staring at the map, her eyes darting over the colours surrounding the palace.

'Well your highness' Spike responded, his usual awkward bashfulness replaced with a sense of determination and strength. 'The city is mostly splintered into small groups. That makes things hard for us. We need to overcome them one at a time to make sure we don't get caught up on too many fronts. We also need to stop them from ganging up on us if we move too boldly. This isn't going to be quick or easy'.

Celestia raised and eyebrow. 'I didn't think you were a military expert Spike?'

'I...uh...I've been reading up on the crusades in the Crystal Empire from some of the history books...the ones Twilight left behind...' Spikes stomach twisted, imagining how much Twilight would miss her library.

Noticing his twinge of pain, Celestia looked at the little dragon in a new way. She had wanted him to be an advisor because she hoped some of Twilights obsession with organization might have rubbed off on him. But perhaps she had underestimated him. Maybe he was destined for greater things? She nodded for him to continue.

'Well...basically we have the quality, but not the quantity. The Royal Guard are great fighters, but there isn't enough of them to be able to take the whole of Canterlot. What we need is a new force, one that we can use for big operations.

Celestia looked back down at the map. She knew what Spike was asking but didn't like what it entailed one bit.

'It's the refugees isn't it Spike? You want to use them as an army...'

Spike pointed at the blue areas of the map. 'We've got hundreds of Ponies arriving everyday because of the safety the guards can offer, but if we don't get more space soon, we're going to have a serious problem. We wouldn't have to force them to fight or anything...I'm sure if you gave a decree asking for volunteers there would be a lot of help given.'

This was a difficult situation for the Princess. For years her lands had flourished with only the protection of the royal guards, there hadn't been a standing army for a long, long time. She couldn't ask her people to sacrifice their lives and souls for her like this.

'It's too soon' Celestia said firmly. 'I can't ask for this, the Royal Guards are holding back the others well enough. Besides, their divided, surely that will give us the advantage in numbers?'

Suddenly there was a deafening bang. Racing to the window Celestia saw smoke rising from a street not far from the castle. There was the screaming of ponies and yelling from the professional sounding guards.

'Get on!' Celestia yelled to Spike, who hopped up onto her back as she galloped forward and leapt out of the window, spreading her wings and sailing towards the plume of smoke trailing upwards into the endless fog.

The situation beneath them was chaos! A group of ponies lay dead on the street, other screamed clutching onto broken limbs. Despite their wails, it was drowned out by the sounds of clashing weapons. A group of ragged ponies and griffins were charging with spears at a tiny column of Royal Guards, who stood valiantly even over their dead comrades. A group of the Griffins lifted up into the sky and started dropping rocks onto the defenders.

In between the awful screams and battle noise there were bloodthirsty cries coming from the mob.

'Give us the Princess!'

'Your leaving us to die!'

'Free Ponies for the new Canterlot!'

Though Spike only rode on her back, he was certain he could feel each scream cut into Celestias heart.

'Close your eyes' she whispered to Spike. She didn't want him to see this. He didn't listen.

A brilliant light shone form Celestias horn as a burst of magical energy crackled down into the attacking mob. They scattered as the descended with wings spread like a striking bird of prey.

As her hooves touched the ground in front of the Royal Guards, they assumed neat rows beside her and raised their shields. Spike had expected Celestia to order them to leave. She didn't. Instead she gave the order to charge.

With thundering hooves the line charged into the mob and the slaughter began.

* * *

Shining Armour stepped through the wrecked street. The guards were carrying away the ponies who had been wounded in the explosion the mob had caused before their attack. The bodies of the dead were dragged away to be buried in a mass grave in the Royal Garden. Thanks to the nightmare fog there was no longer anywhere else to bury the dead. Despite the horrible carnage he had arrived to, his mind was still elsewhere, on the safety of his wife and his lost sister Twilight.

Princess Celestia strode towards him, beside her walked the little dragon his sister had cared for so much.

'Princess, are you alright? I would have gotten here sooner but they attacked the other side of the castle too. I think they were hoping they would be able to break through here whilst were busy holding them back in the north...'

Celestia nodded. Her eyes seemed lost. 'How many Guards died today?'

'Fifteen your highness, if you hadn't gotten here sooner we would have lost a lot more. The men here owe you their lives!'

Celestia nodded in the same cold way and continued to walk. Shinning Armours heart sank. Fifteen good guards had died, and now Celestia had been on the frontlines herself.

'Hey Spike' he smiled at the little Dragon. Spike always managed to make him laugh in even the worst situations. 'How are you holding up?'

Spike swallowed and looked up. 'I'm sorry about your friends...I hope...I hope things are going better for Twilight...' Shining Armour felt worse than ever. He watched a couple of guards lift a small Philly whose back hooves were blown clean away. It cried into their silver armour as they carried her off for help. A wave of anger ran through his veins. He was going to find those responsible for this. He would find them and make them pay!

'Shinning?' Celestia called. He snapped out of his anger fuelled mindset and bowed to the Princess.

'Shinning, Spike has had a plan, an idea to help make sure your guards no longer have to bear the brunt of this horrible violence. I'd like you to help him.' With that, she took off into the sky towards the castle. Shinning looked down at the baby dragon and wondered just how bad things were.


	3. Chapter 3- The Canterlot Civil War

Chapter Three: The Canterlot Civil War

Shinning Armour ducked his head less than a second before a small piece of metal flew over his head. Beside him Spike stood up and took aim with a crossbow. On the opposite side of a ruined Canterlot street an Earth pony fell down dead with an arrow sticking out of his skull. A musket fell from the dead ponies corpse. As a member of the Royal Guard, Shinning had heard of the experimental weapons before, but he had no idea how these rebels had gotten their hooves on them!

Spike nodded to Shinning and lifted a claw to indicate it was time to move. Underneath them inside the burnt out ruins of an old bakery, three members of the Royal Militia moved forward carefully, crossbows and spears at the ready. Shinning had to admit he was impressed with the raw recruits. They had advanced deeper into enemy territory than the Royal Guard alone ever could have. And yet, he felt an unmistakable stab of jealousy at the Princesses new army.

Suddenly there was an explosion just a few feet away from the three militia ponies. One of them fell down dead and another fell down wrenching in agony. The third raised her spear and impaled a rebel who leapt over a pile of rubble in ambush. Spike looked back over the crude cover the remains of the dress shop they were hidden in and picked off another Earth pony with his bow. But still more were coming.

The final militia pony screamed for help as the sound of more hooves galloped towards her. Spike tried desperately to reload his crossbow as quickly as possible but it was no use. Shining Armour hesitated for just a second then leapt over the battlements. Charging in, he impaled the first rebel on his horn. The pony howled in pain before going stiff. The second rebel raised a musket and fired.

Shining felt an agonizing pain in his back leg as the bullet cut through his ceremonial armour and into his flesh. Despite it the adrenalin told him to keep moving. He kicked a hoof forward with such force then it shattered the musket wielding ponies jaw, sending him tumbling to the ground. The final rebel raised her musket to finish off the wounded captain. Shining Armour stared his killer dead in the eyes. He expected to see anger, or fear. But no...just blind hatred seemed to fill her eyes. She pointed directly at his head and prepared to shoot.

The rebel ponies eyes went wide as a spear broke through her chest. The militia pony Shining had risked himself to save let go of her weapon and watched the wounded rebel sink to her knees. Bleeding from her mouth, the rebel looked up and spat at the captain. Blood trickled from her mouth.

'You unicorns...you did this to us...' he voice gasped, even as she bled to death she wanted to gloat one last time. 'Don't matter...soon you'll all be dead...the future belongs to us now!'

With that, she fell down. Spike ran up to join his friend.

'Shining! Your hurt! We have to get you to a hospital! I'll tell my soldiers to hold here whilst we get you patched up!' Spike spoke in a bluster. Despite his wounds, Shining Armour felt a moment of joy. Spike had changed so much...just like the Princess...to see him panicking like he used to do with Twilight was a moment of joy. Then he remembered the dying rebels words.

'No Spike. I'll get myself back. You need to keep moving forwards. There is something awful going on in the New Dawn territory, I can feel it.'

The militia pony who had saved him suddenly piped up.

'Captain...er...sir...I'd like to help you get back to the palace safely...after all, your injured and it's still dangerous out here...' Shining Armour looked to Spike who nodded.

'Looks like you'll be saving my life again then. Lead on my little hero!'.

The militia pony blushed and lifted a spear. Trotting alongside him as they left the grizzly battlefield.

Spike watched them leave for a moment then kicked over the remains of one of the rebels. Just like all the ponies they had fought in this area, the dead mares cutie mark was blotched by a brand in the shape of a rising sun. And just like every other pony they had killed here, he was an Earth Pony...Suddenly Spike understood the bad feeling Shining Armour had told him about.

Signalling the advance, dozens of ponies emerged from the damaged streets, each decorate with a patchwork of armour, weapons and anything else that could be cobble together from the castles armour. With Spike at the lead, they moved onto the next street, and deeper into the territory of the New Dawn.


End file.
